MEMORANDUM OF AGREEMENT OF LEASE

Transcription

1 MEMORANDUM OF AGREEMENT OF LEASE LESSOR and LESSEE trading as 138 Muckleneuk Street, Nieuw Muckleneuk, Pretoria, 0181 P O Box 2500, Brooklyn Square, 0075 Telephone: Fax No: pretor@pretor.co.za

2 AGREEMENT OF LEASE TABLE OF CONTENTS HEADING CLAUSE NO. PAGE NO. ADVERTISING AND SIGNAGE AGREEMENT OF LEASE BREACH CONTRAVENTION OF LAWS COSTS OF AGREEMENT DEPOSIT DESTRUCTION DOMICILIUM DURATION AND COMPLETION OPERATING COSTS AND MUNICIPAL CHARGES GENERAL OTHER CHARGES INSURANCE INTERPRETATION JURISDICTION LESSOR'S ACCESS LIMITATION OF LIABILITY OF LESSOR MAINTENANCE & USE OF LEASED PREMISES PARKING N/A N/A REDEVELOPMENT RELOCATION RENTAL RETAIL BUSINESS OF LESSEE SUBLETTING, TRANSFER OF OWNERSHIP SURETYSHIP TRUSTEE FOR A COMPANY OR CLOSE CORPORATION TO BE FORMED N/A N/A

3 AGREEMENT OF LEASE MADE AND ENTERED INTO BY AND BETWEEN LANDLORD (REG NO. ) herein represented by being duly authorised thereto in his capacity as (hereinafter referred to as "the Lessor") and TENANT (REG NO. ) herein represented by (ID NO. ) being duly authorised thereto in his capacity as (hereinafter referred to as "the Lessee") IT IS AGREED AS FOLLOWS: 1. INTERPRETATION 1.1 The headings to the clauses of this agreement are for reference purposes only. Words importing any one gender shall include the other. Words importing the singular shall include the plural and vice versa. 1.2 The following terms shall bear the following meanings: "the leased premises" means the premises specified in Schedule 1; "the commencement date" means either : the date specified as such in Schedule 1 or, in the event that no such date is specified in Schedule the date specified by the Lessor as the commencement date by written notice given to the Lessee, not less than 30 (thirty) days prior to the date so specified by the Lessor as the commencement date; whichever is the later, but subject in either event to the overriding provisions of clause 3.2. below "due date" means the first (1st) day of each and every month, if not a Saturday, Sunday or Public Holiday.

4 Page "the common areas" shall include the foyers, malls, arcades, passages, parking areas, entrances, exits, ramps, landscape areas, interior and exterior stairways, toilets and all other amenities provided by the Lessor for general use in common by the tenants in the building and their servants, employees, customers and invitees in or about the building or the property; "pro rata share" means the ratio which the lettable floor area of the leased premises bears to the total lettable floor area of the building. In order to derive the aforesaid ratio, the lettable floor areas of the leased premises and of the building respectively shall be determined by using the SAPOA Method of Measuring Floor Areas in Commercial Buildings. 2. AGREEMENT OF LEASE The Lessor hereby lets to the Lessee who hereby hires the leased premises from the Lessor, on the terms set out in this agreement and in the schedule or schedules annexed hereto, which are deemed to be incorporated herein. 3. DURATION AND COMPLETION 4. RENTAL 3.1 This lease shall commence on the commencement date and shall continue until the termination date. 3.2 Should the leased premises not be ready for occupation by the Lessee on the commencement date for any reason whatsoever then the Lessee shall have no claim for cancellation of this lease or damages or other right of action against the Lessor but the Lessee shall take occupation of the leased premises on the date upon which the leased premises are ready for occupation. In that event, the Lessee shall accept occupation on the later date on which the leased premises become available which shall thereupon be deemed to be the commencement date. The duration of this lease shall not be extended accordingly. 3.3 Any dispute between the parties as to whether the premises are available for beneficial occupation shall be referred for determination to an architect in private practise nominated by the Lessor in writing and the decision of such architect, who shall act as an expert and not as an arbitrator, shall be final and binding on the parties. 3.4 If the building is in the course of completion or alteration or addition or repair or refurbishing on the commencement date the Lessee acknowledges that it must necessarily suffer a certain amount of inconvenience and loss of beneficial occupation from the building operations, noise and dust resulting therefrom, or from any cause associated therewith, and that it will have no claim against the Lessor or its officers or servants for compensation or damages or for a remission of rent by reason of any such inconvenience or loss of beneficial occupation during the period of completion. 3.5 Should the Lessee, subsequent to the expiry date, remain in occupation of the premises and no written agreement to the contrary be concluded with the Lessor, the terms and conditions of this lease shall remain in full force and effect, save that either party shall be entitled to give the other party three (3) calendar month s written notice to terminate the lease. 3.6 All amounts payable by the Lessee subsequent to the expiry date shall escalate or be reviewed as if the lease had been extended or renewed and all rentals and operating costs referred to in Schedule 1 attached to this Lease shall escalate at the rate as determined from Schedule The monthly rental payable by the Lessee to the Lessor shall be the amount specified as such in Schedule 1.

5 Page All rentals shall be payable monthly in advance on or before the first (1st) day of each and every month and shall be payable, together with any other monies payable to the Lessor in terms of this lease without any deduction and free of exchange in Pretoria at the offices of PRETOR ESTATES (PTY) LIMITED, 138 Muckleneuk Street, Nieuw Muckleneuk (PO Box 2500) Brooklyn Square, or at such other place as the Lessor may from time to time in writing appoint. 4.3 No relaxation or indulgence, which the Lessor may show to the Lessee shall in any way prejudice the Lessor's rights. In particular, no acceptance by the Lessor of rent after due date (whether on one or more occasions) nor any other act or omission by the Lessor shall preclude it from exercising any rights enjoyed by it hereunder. 4.4 The Lessor shall be entitled to appropriate any amounts received from the Lessee towards the payment of any cause, debt or amount owing by the Lessee. 4.5 Without prejudice to any of the Lessor's rights, the Lessee shall pay the Lessor interest on all overdue payments calculated at the ruling prime bank rate, plus 2%, of First National Bank Limited, calculated on the outstanding balance as at the first of the month, for the duration of this particular month. 5. DEPOSIT 5.1 The Lessee, shall on the signing hereof, pay the deposit specified in Schedule 1 to the Lessor. The Lessor shall have the right to apply the whole or portion thereof towards payment of the rent, water and electricity charges, key replacements, renovations and any other liability for which the Lessee is responsible in terms of this agreement. If any portion of the deposit is so applied, the Lessee shall forthwith reinstate the deposit to its original amount. The deposit, or the balance thereof, as the case may be shall be refunded by the Lessor to the Lessee : after the Lessee shall have vacated the leased premises; and after all the Lessee's obligations to the Lessor in terms hereof shall have been fully discharged; and free of interest. 6. OPERATING COSTS AND MUNICIPAL CHARGES 6.1 The Lessee shall pay the cost of the supply of electricity, water and sanitation to the premises in accordance with the readings obtained on meters installed or to be installed for this purpose. 6.2 Should such meters not be installed or fail or be removed for any reason whatsoever and not record the amount of electricity used by the Lessee, the Lessee shall pay to the Lessor each month an amount equal to the average amount paid by the Lessee for the preceding six months or for the preceding period of this lease in the event of it being less than six months, until such time as the metering system is again in operation. 6.3 Should such meters only be installed or become operable after the Lessee has taken occupation of the leased premises, the Lessee shall pay to the Lessor an amount calculated as above provided for, using the subsequent three month's meter readings as a basis for the calculation instead of the previous six months.

6 Page Should it be impractical to install separate meters for the premises, the Lessee shall pay the cost of the supply of electricity, water and sanitation to the premises according to estimates to be made from time to time by the Lessor, having due regard to the total cost of electricity, water and sanitation consumed in the building of which the premises forms a part to be levied pro rata to the ratio floor area occupied:total lettable area of the building or premises. 6.5 The Lessor may employ the services of an independent authority/contractor specialising in the recovery of electricity, water and sanitation consumption. Such authority/contractor shall be entitled in its discretion to recover and hold from the Lessee a deposit. 6.6 The Lessee shall pay for the cost of refuse removal where such costs are borne by the Lessor, which cost is to be levied pro rata to the ratio floor area occupied:total lettable area of the building or premises. 7. OTHER CHARGES 7.1 The Lessor shall pay any assessment rates levied on the premises by any lawful authority, including but not limited to any local authority. 7.2 Furthermore, in the event of the assessment rates payable in respect of the premises being increased during the currency of this Lease or any extension thereof, the Lessee will be liable for a share of the increase to be levied pro rata to the ratio of floor area occupied:total lettable area of the building or premises, from the time of such increase. 8. MAINTENANCE AND USE OF THE LEASED PREMISES 8.1 The Lessee shall not use the leased premises for any purpose other than that set out in Schedule 1, without the Lessor's prior written consent. The Lessee shall specifically not hold or permit the holding of sales by public auction in or upon the leased premises without the Lessor's prior written consent. 8.2 The Lessor does not warrant that the leased premises are fit for the purposes for which they are let or that the Lessee will be granted a licence in respect of the leased premises for the conduct of the business of the Lessee or that any licence will be renewed. There shall be no liability on the Lessor to do any work or make any alterations or repairs to the leased premises to comply with the requirements of any licensing authority. 8.3 The Lessee shall, at its own cost, keep the leased premises in a clean and sanitary condition and in addition thereto, at its own cost, keep and maintain the interior of the leased premises in good order and condition. Without derogating from the generality of the aforegoing, the Lessee shall: replace or repair all fixtures and fittings, electrical wiring and appliances, doors, door handles, locks, keys, entrances and windows in or serving the leased premises and on the expiration or earlier termination of this agreement shall deliver the leased premises to the Lessor in the same good order and condition as existed at the commencement date; prevent any blockage of sewerage or water pipes or drains in the leased premises and shall remove at its cost any obstruction or blockage in any sewer, waterpipe or drain serving the leased premises and where necessary repair the sewer, waterpipe or drain concerned;

7 Page replace where necessary all fluorescent bulbs, starters, ballasts and incandescent bulbs used in the leased premises and shall be responsible at its own cost to maintain all light fittings in the leased premises in proper order and clean condition; except for normal fixturing purposes, not drive or permit to be driven into the walls or ceiling of the leased premises or the building any nails, screws or other instruments, nor do or permit anything to be done that may damage the walls or ceilings or any other portion of the leased premises or the building; maintain all glass, both internal and external, window panels and shopfronts contained in the leased premises, and shall be obliged at its expense to replace any such glass, window panels or shopfronts as may be damaged. Replacement of damaged glass shall comply with the safety regulations as specified by the Department of Trade and Industries or any competent authority; maintain in good order and condition any carpeting which may be supplied by the Lessor in the leased premises, and shall, on the expiration or earlier termination of this agreement, deliver such carpeting to the Lessor in the same good order and condition as existed at the commencement date, fair wear and tear alone excepted. It is specifically recorded that, for the purpose of this clause, "fair wear and tear" shall not apply to usage of the carpets other than for pedestrian traffic and shall not release the Lessee of its obligation to clean the carpets at regular intervals at the expiration or earlier termination of this agreement, and in the event only that the Lessee shall have failed to restore the leased premises to the Lessor in the same good order and condition as they were at the commencement of this lease, pay to the Lessor, on demand, the reasonable cost of restoring the leased premises to the same order and condition in which they were at the commencement date. Without derogating from the generality of the aforegoing, the cost of restoring the leased premises shall include the cost of redecoration and the cost of steam cleaning any carpeting in the leased premises. 8.4 In the event of the Lessee's failing or refusing to maintain or repair the leased premises or part thereof as provided for in terms of this clause and remaining in default for a period of 7 (seven) days after despatch by the Lessor of a written notice calling on the Lessee to rectify such default, then the Lessor shall be entitled to effect the necessary maintenance or repairs and to claim the costs so incurred from the Lessee, who shall be obliged to pay such claim forthwith. 8.5 The Lessee shall notify the Lessor in writing within 7 (seven) days after the commencement date of any defects in the leased premises. If it has not notified the Lessor as aforesaid, it shall be deemed to have acknowledged that the leased premises were received in good order and condition and the Lessee shall have no claim against the Lessor for any defect which may subsequently be found therein. 8.6 The Lessee shall not: change or interfere with the electrical or other lighting and heating installations in the leased premises or any air-conditioning equipment or electrical appliances therein, without the prior written consent of the Lessor and shall ensure that the electricity supply is not overloaded at any time during the currency of this agreement; cause or permit any nuisance to emanate from the leased premises, or to cause or permit any disturbance to the other tenants in the buildings or occupiers of neighbouring premises;

8 Page remove, alienate or sell any goods, furniture or stock-in-trade in the leased premises, except in the ordinary course of its business; bring into or place any safe or other heavy machinery or equipment in the leased premises or the building without the Lessor's prior written consent which the Lessor may in its discretion give on such conditions as it may determine; have any claim or right of action against the Lessor for abatement of rental damages, loss or otherwise by reason of any interruption in the supply of water, electricity, heating, lift or any other service or amenity to the building; store or leave or permit the storage of any goods, furniture, cartons, boxes or equipment on the pavement outside the entrance or in the entrance hall, passages, lifts or on the landings of the building; make any alterations, additions or improvements to the interior or exterior of the leased premises or building, whether structural or otherwise, without the Lessor's prior written consent; have any right to an enrichment lien for any such improvements it may make to the leased premises, whether with or without the Lessor s written consent; have any right to bring any claim whatsoever for compensation or any other cause of action, for any improvements which it may have made to the premises whether with or without the Lessor s consent. 8.7 Security of and control of access to the premises shall be the responsibility of the Lessee. 8.8 The Lessee shall ensure that the Lessee and the Lessee's invitees comply with all rules laid down from time to time by the Lessor for the use of the communal amenities and services. 8.9 The Lessee : shall be entitled from time to time to erect in the leased premises such fixtures and fittings as may be required or necessary for the carrying on of the Lessee's permitted business therein, which shall be in keeping with the general finish of the building provided that all such fixtures and fittings erected by the Lessee in the leased premises shall be removed by the Lessee upon the expiration or earlier termination of this lease; and any damage caused to the leased premises as a result of any such removal shall be made good by the Lessee at the Lessee's expense; shall not be entitled to withhold or delay payment of any moneys owing by the Lessee to the Lessor in terms of this lease by reason of the leased premises or any part thereof being in or falling into a defective condition or a state of disrepair, or for any other reason whatsoever; undertakes to make timeous application for any licences and any renewals thereof necessary for the conduct of its permitted business in the leased premises and to proceed with any such applications without delay.

9 Page 7 9. LESSOR'S ACCESS The Lessor shall be entitled: 9.1 at any time during the currency of this agreement, to effect any such repairs, alterations, improvements or additions to the leased premises, building or property as are required by any competent authority or which the Lessor may in its discretion decide to carry out. For any such purpose it shall be entitled to erect scaffolding, hoardings or other building equipment anywhere in or about of the building as also such devices as may be required by law or which the Lessor's architect may determine to be reasonably necessary for the protection of any person against injury arising out of the building operations. The Lessor or any of its nominees shall further be entitled to such rights of access to the leased premises as may reasonably be necessary for the aforesaid purpose. The Lessee shall have no claim against the Lessor for compensation, damages or otherwise, by reason of any interference with its tenancy or its beneficial occupation of the leased premises occasioned by any such building works. Notwithstanding the aforesaid the Lessor undertakes not to unnecessarily interfere with the carrying on of the Lessee's business in the leased premises during the carrying out of such building works, and to carry out the building works as quickly as possible in the circumstances. 9.2 to inspect the leased premises for any purpose whatsoever at all reasonable times. 9.3 but shall not be obliged at any time to clean the windows of the leased premises whether from hoists suspended from the outside of the building for the purpose, or otherwise. 9.4 to show the inside of the leased premises to prospective tenants or purchasers of the leased premises or the property, or prospective purchasers of the share capital of the Lessor, at all reasonable times. 9.5 to exercise exclusive control and management in respect of the common areas. It is recorded that the Lessor has made rules and regulations governing the relationship between tenants of the building in regard to the common areas, of which the Lessee acknowledges himself to be aware. These rules and regulations govern each class of tenant on an equal basis. The Lessee undertakes to observe the rules and regulations and to give due consideration to the use and enjoyment of the building by other tenants, customers and employees. The Lessor shall have the right to vary or add to the rules and regulations from time to time. 9.6 to affix and show on the windows of the leased premises or elsewhere thereon "TO LET" notices during the period of 3 months immediately preceding the expiration of this agreement and during such period any incoming tenant shall be entitled to exhibit on the windows or doors of the leased premises any notice that may be required in connection with any application for any licence to carry on business in the leased premises. 9.7 after giving three months' written notice to the Lessee at any time during the currency of this agreement to change the name of the building at its sole and absolute discretion and the Lessee shall have no claim against the Lessor for compensation or otherwise, by reason of such change of name. 9.8 to locate service mains and other facilities within the leased premises when required in terms of any by-law or regulation or required in the opinion of the Lessor's architect. Service mains will be located so as to cause minimum interference with the Lessee and will be as unobtrusive in appearance, as possible. These facilities include but are not necessarily limited to drains, water supply sewerage-lines, steam and condensate pipes, condenser cooling water pipes, electric power circuits, telephone circuits, pump stations, electric panel boards, sanitary vents and exhaust ducts.

10 Page INSURANCE 10.1 The Lessee shall not do or omit to do anything or keep in or on the leased premises anything or allow anything to be done or kept in or on the leased premises which in terms of any fire or other insurance policy held from time to time by the Lessor in respect of the building and/or the leased premises may not be done or kept therein, or which may render any such policy void or voidable and the Lessee shall comply in all respects with the terms of any such policy provided that if any premium payable in respect of any such policy is increased by reason of the nature or scope of the business which the Lessee carries on in the leased premises in terms of this agreement; or as a result of the Lessee not complying with the aforesaid provisions; then without prejudice to any other rights which the Lessor may have as a result thereof, the Lessee shall on demand refund to the Lessor the amount of that additional premium The Lessor shall take out and keep in force during the agreement a fire insurance policy in respect of the building, as well as riot cover for glass in respect of the leased premises The Lessee shall be obliged at its cost to take out and keep in force during this agreement a public liability insurance policy for such amount as will provide indemnity in respect of all claims which may foreseeably be made against the Lessor arising out of the Lessee's business and/or tenancy of the leased premises as well as an insurance policy for all glass situate in or forming part of the leased premises for whatever contingency is not covered by the lessor's policy referred to in Clause if any dispute shall arise between the parties in regard to the operation of this Clause 10, such dispute shall be referred to an insurance expert nominated by the Lessor who shall determine such dispute as an expert and not as an arbitrator and whose decision shall be final and binding on the parties. 11. CONTRAVENTION OF LAWS 11.1 The Lessee shall not contravene or permit the contravention of any law, by-law, ordinances, proclamation or statutory regulation or the conditions of any licence relating to or affecting the carrying on of any business in the building The Lessee shall not contravene or permit the contravention of any provision contained in the title deeds relating to the property. 12. SUBLETTING, TRANSFER OF OWNERSHIP AND CESSION 12.1 The Lessee shall not cede or assign or mortgage or pledge any of its rights under this agreement, nor allow anyone else to occupy the leased premises or any part thereof on any conditions whatsoever or for any reason whatsoever, without the Lessor's prior written consent The Lessee shall not be entitled to sublet the whole or any part of the leased premises, save as follows -

11 Page if the Lessee wishes so to sublet, it shall apply to the Lessor in writing for consent to such subletting. The Lessee shall give the name of the subtenant, the guarantor/s, if any, of the sub-tenant's obligations, the proposed date of commencement (which shall not be earlier than sixty days from the date on which the Lessor receives the Lessee's application), the duration of the proposed sublease, the portion of the leased premises which the Lessee proposes to sublet, the rental which the Lessee proposes to charge the sub-tenant and all other material terms of the proposed sublease the Lessor may, in its sole and absolute discretion: refuse consent; or consent to the sublease on such conditions as it may determine in which case the Lessee may on receipt of written notification from the Lessor so sublet the leased premises or part thereof subject to such conditions, or in the event of the Lessee applying to sublet the whole of the leased premises, the Lessor may cancel this agreement and give the Lessee written notice of its intention to enter into a direct lease with the proposed subtenant. In such event, on the commencement date of a new written agreement entered into between the Lessor and proposed subtenant, this agreement shall be terminated and be of no further force and effect. This termination shall, however, in no way detract from the Lessor's right to recover from the Lessee any amounts which are due by the Lessee in terms of this agreement. 13. ADVERTISING AND SIGNS 13.1 The Lessee shall not be entitled to affix, paint, erect, install or display any advertising or other signs (including neon signs) on the windows, doors, exterior or roof of the leased premises or the building, without the Lessor's prior written consent. When applying for such consent the Lessee shall submit to the Lessor in duplicate plans drawn to scale of each sign or advertisement together with all relevant information relating thereto including inter alia, details of the size and depth of letters to be used, the materials to be used, and the method of manufacture, illumination and attachment to, or suspension from, the leased premises or the building. The Lessor shall have the right to refuse such consent should the Lessor deem in its sole discretion that any aspect of the sign or advertisement is not in keeping with the Lessor's signage requirements or with the general signage or aesthetics of the building. In the event of such consent being granted, then the Lessee shall keep and maintain any such signs in good, clean and proper working order and condition and comply with the requirements of any competent authority pertaining to such signs. Should the Lessee fail to do so the Lessor shall be entitled, after giving the Lessee 7 (seven) days written notice, to attend to the signs in such manner as the Lessor deems necessary and to recover the costs of so doing from the Lessee on demand hereby indemnifies the Lessor against all claims of whatsoever nature made against the Lessor as a result of the installation, erection or operation of such signs.

12 Page The Lessee shall, by not later than the expiry or earlier termination of this agreement, remove all signs affixed, painted, placed, displayed, erected or installed by it and make good at its own cost any damage caused as a result of such removal. Should the Lessee fail to so remove all signs or make good any such damage, the Lessor shall be entitled to do so and to recover the costs thereof from the Lessee on demand The Lessee shall not affix any posters, placards or notices to the external windows, doors or walls of the leased premises or the building, without the Lessor's prior written consent. 14. RETAIL BUSINESS OF LESSEE 14.1 In the event that the use for which the leased premises is specified in terms of Schedule 1 is that of retailing any goods or articles to the public, the Lessee shall: conduct his business during ordinary business hours and will keep open his premises during such ordinary hours so as to ensure that the leasing value of the premises will not be diminished or adversely affected; install and maintain at all times displays of suitable merchandise in the display windows of the leased premises, provided always that the Lessee shall not by the display of merchandise or other objects, spoil, impair or detract from the architectural form or style or appearance of the leased premises, the common area or the building generally The Lessee shall obtain the Lessor's written approval for its shopfitting plans prior to any work commencing on such shopfitting. In this regard the Lessee shall submit to the Lessor detailed shopfitting drawings which drawings shall include but not be limited to the following information: details of all fittings and fixtures; details of wall and floor finishes; details of any plumbing and electrical work; details of any internal partitions; details of all materials to be used within the leased premises; details of all colours to be used in the interior of the leased premises. 15. LIMITATION OF LIABILITY OF LESSOR 15.1 The Lessee shall not have any right, remedy or claim of any nature whatsoever against the Lessor for any loss, damage (whether general, special or consequential) expenses or injury which may be suffered by the lessee, directly or indirectly, irrespective of whether or not such loss, damage, expense or injury shall have been caused through or as a result of the negligence (gross or otherwise) of the Lessor or any person for whose acts or omissions the Lessor is vicariously liable in law and howsoever arising. Without derogating from the generality of the aforegoing, the lessor shall have no liability to the Lessee in respect of any such loss, damage, expense or injury which may be suffered by the Lessee by reason of any latent or patent defects in the leased premises or in the building or in the property or from any fire in the leased premises or in the building, or any theft from the leased premises or the building, or by reason of the leased premises or the building or any part thereof being in or falling into a defective condition or state of disrepair, or as a result of any particular repair not being effected by the Lessor either timeously or at all, or arising out of vis major or causes fortuitous, or arising out of any act of omission of any tenant of the building or a change of the building's facade, appearance or any other feature thereof, or arising in any manner whatsoever out of the use of the leased premises or of the building by any person.

13 Page The Lessee hereby indemnifies the Lessor and each of the Lessor's representatives against any claim of any nature whatsoever which may be made against the Lessor or any such representative by any of the Lessee's servants, employees, agents, invitees, dependents or contractors arising out of any event or cause referred to in 15.1 above. 16. DESTRUCTION 16.1 Should the leased premises be destroyed or damaged to an extent which prevents the Lessee from having beneficial occupation of the leased premises, then the Lessee shall have no claim of any nature whatsoever against the Lessor as a result thereof, no matter how such destruction or damage has been caused. The Lessor shall be entitled within 30 (thirty) days after such destruction or damage, to determine whether or not this agreement shall be cancelled, and shall notify the Lessee of its decision in writing within such period. Should the Lessor not notify the Lessee of its decision within such period, then the Lessor shall be deemed to have elected to cancel this agreement Should the Lessor elect or be deemed to have elected to cancel this agreement, then the Lessee shall have no claim of any nature whatsoever against the Lessor as a result of such cancellation, but shall not be liable for the payment of any rent or operating costs from the date of such destruction or damage Should the Lessor elect not to cancel this agreement, then the Lessor shall reinstate, at its cost, the leased premises as quickly as is possible in the circumstances; the Lessee shall not be liable for the payment of any rent or operating costs for so long as it is deprived of beneficial occupation of the leased premises; should the Lessee be given beneficial occupation from time to time of any part of the leased premises, then the provisions of this agreement shall apply to such occupation and the Lessee shall make payment of the rent and operating costs therefor on a pro rata basis; the period of this agreement shall be extended by the period during which the Lessee is deprived of beneficial occupation of the whole of the leased premises Should any part (but not the whole) of the leased premises be destroyed or damaged by any cause whatsoever, then this agreement shall not be cancelled; the rent and operating costs payable by the Lessee shall be reduced pro rata and to the extent to which the Lessee is deprived of the beneficial occupation of that part of the leased premises; the Lessor shall repair at its cost the damaged or destroyed portion of the leased premises as quickly as is possible in the circumstances; the Lessee shall have no claim of any nature whatsoever against the Lessor as a result of the said destruction or damage, no matter how caused.

14 Page If any dispute shall arise between the parties in regard to the operation or application of the provisions of clauses 16.1 and 16.2 above, such dispute shall be determined by an independent expert appointed by the Lessor, acting as an expert and not as an arbitrator, and the decision of such expert shall be final and binding on the parties If the total or partial destruction of the leased premises or the building referred to above is caused by any wilful or negligent act or omission of the Lessee or of any person for whose acts or omissions the Lessee is vicariously liable at law, the Lessee shall be liable to the Lessor for all damages suffered by the Lessor as a result of and in connection with such total or partial destruction. Upon payment by the Lessee to the Lessor of such damages in full, the Lessor shall pay over or cede to the Lessee, as the case may be, any proceeds which the Lessor may have received from or any claim which the Lessor may have against the insurer under the insurance policy referred to in clause 10.2 above. 17. RELOCATION The Lessor may from time to time relocate the Lessee within the building to premises which in the reasonable opinion of the Lessor are reasonably comparable to the premises previously let, in which event the Lessor shall pay to the Lessee all and any costs connected with the relocation. 18. REDEVELOPMENT The Lessor may cancel this lease without the payment of any compensation to the Lessee, on twelve months written notice to the Lessee, if the Lessor wishes to demolish the building or wishes to rebuild, redevelop, renovate, or alter the building or any part of the building or to incorporate the building into any scheme of building or redevelopment involving any adjoining building and/or property. 19. BREACH 19.1 Should the Lessee : fail to pay any amount due by it in terms of this agreement to the Lessor on due date; or commit any other breach of any term of this agreement, whether such breach goes to the root of this agreement or not, and fail to remedy that breach within a period of 7 (seven) days after the giving of written notice to that effect by the Lessor; or breach any of the terms of this agreement and thereafter again breach any term of this agreement (whether the same term which was breached on the previous occasion or otherwise) within a period of 12 (twelve) months after the earlier breach aforesaid; or commit any act of or akin to an act of insolvency; then and in any of such events the Lessor shall be entitled, without prejudice to any other rights which it may have under this agreement or at common law: - to cancel this agreement on written notice thereof to the Lessee and claim immediate repossession of the leased premises; or remedy such breach and recover the total cost incurred by the Lessor in doing so from the Lessee, who shall be obliged to pay the amount thereof to the Lessor forthwith; or

15 Page 13 treat the Lessee's tenancy thereafter as a monthly tenancy, terminable by the Lessor on one monthly prior written notice thereof to the Lessee Should the Lessor cancel this lease and the Lessee dispute the Lessor's right to do so and remain in occupation of the leased premises pending the determination of the dispute, then the Lessee shall continue to pay amounts due by it in terms of this lease on the due dates thereof; the Lessor shall be entitled to recover and accept those payments; the acceptance by the Lessor of those payments shall be without prejudice to and shall not in any manner whatsoever affect the Lessor's claim to cancellation of this lease or of any other nature whatsoever. Should the dispute between the Lessor and the Lessee be determined in favour of the Lessor, then the payments made to the Lessor in terms of clause 19.2 shall be regarded as amounts paid by the Lessee on account of the loss sustained by the Lessor The Lessee shall be liable to pay the costs incurred by the Lessor s agent. A minimum of R50.00 arising from any correspondence to the Lessee due to non-payment or late payment of rental, or due to attendances arising from any charges not being honoured promptly upon presentation, will be payable by the Lessee In the event of the Lessor instructing its attorneys to take measures for the enforcement of any of the Lessor's rights under this agreement, the Lessee shall pay to the Lessor such collection charges and other legal costs, on an attorney and client basis, as shall be lawfully charged by such attorneys to the Lessor, on demand made therefor by the Lessor A certificate signed by an authorised representative of the Lessor or the Lessor's agent shall be prima facie proof of the amount of any indebtedness owing by the Lessee to the Lessor at any time and also the fact that the due date of payment of the whole or, as the case may be, any portion of that amount has arrived. 20. GENERAL 20.1 This agreement incorporates the entire agreement between the Lessor and the Lessee and no alteration, cancellation or variation hereof, shall be of any force or effect unless it is in writing and signed by both the Lessor and the Lessee who hereby both acknowledge that no representations or warranties have been made by either the Lessor or the Lessee The Lessee warrants that it has had no negotiations with any leasing agent with regard to this lease and indemnifies the Lessor against any claim for commission which, as a result of any act or omission of the Lessee, may be brought against the Lessor by any leasing agent in connection with this lease or negotiations regarding it Should any one or more of the provisions of this agreement be unenforceable then the remaining provisions shall be of full force and effect In the event of the lease being in the names of more than one Lessee, then each Lessee will be jointly and severally liable in terms of this Lease Agreement.

16 Page JURISDICTION At the option of either party, any action or application concerning or arising out of this agreement may be brought in any magistrate's court having jurisdiction in respect of the other party, notwithstanding that the amount in issue may exceed the jurisdiction of such court. 22. DOMICILIA CITANDI ET EXECUTANDI 22.1 The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other communications of whatsoever nature, the addresses specified in Schedule Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing Either party may by notice to the other party change its domicilium citandi et executandi to another address in South Africa, provided that the change shall become effective on the 14th day after receipt of the notice by the other party Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall be competent to give notice by telefax or Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. 23. COSTS The costs of and incidental to the negotiation and preparation of this agreement, together with all stamp duty payable thereon or in connection with any renewal or extension thereof shall be borne by the Lessee and paid upon demand. 24. SURETYSHIP The Lessee shall, simultaneously with signature hereof, deliver to the Lessor a Deed of Suretyship executed by the surety identified in Item 5 of Schedule 1. The terms of such Deed of Suretyship shall be in accordance with the specimen Deed of Suretyship which the Lessor shall furnish to the Lessee for signature by the surety, prior to execution of this agreement.

17 Page 15 SIGNED at this day of 2000 AS WITNESSES: LANDLORD SIGNED at this day of 2000 AS WITNESSES: TENANT

18 SCHEDULE 1 attaching to the Agreement of Lease between LESSOR and LESSEE 1. DEFINITION 1.1 The leased premises means: Certain office accommodation, being a portion of the First Floor, measuring approximately 437 square metres, in the building known as Brooklyn Gardens, situated on the corner of Middel an Veale Streets, Brooklyn as demarcated in red on the attached plan. 1.2 Lease Period: 1.3 Commencement Date: 1.4 Expiry Date: 1.5 Deposit: 2. RENTAL The rental payable by the Lessee to the Lessor shall be: For the period to : R (Rand and Nil Cents) per month For the period to : R (Rand and Nil Cents) per month For the period to : R (Rand and Nil Cents) per month IT IS RECORDED THAT THE ABOVE AMOUNTS EXCLUDE VAT AND ELECTRICITY.

19 Page 2 3. USE OF PREMISES In terms of clause 8.1 the premises are let to the Lessee for the carrying thereon of and for all purposes necessary or ancillary thereto, and for any purpose which does not depart from the character of the business referred to above. 4. DOMICILIUM CITANDI ET EXECUTANDI The domicilia citandi et executandi in terms of clause 22 is: The Lessor: c/o Pretor Estates (Pty) Limited 138 Muckleneuk Street Nieuw Muckleneuk (P O Box 2500, Brooklyn Square) PRETORIA The Lessee: The premises hereby let. address: 5. SURETYSHIP Suretyship by: (ID NO. )